Earth's Mightiest 0
by Thunderstrike78
Summary: Ten years in the future, the Marvel Universe has changed dramatically in ways both large and small. On the run from SHIELD, a small band of superpowered operatives struggle to stay alive and free from an unrelenting government. Branches off from the Marvel 616 universe.


Earth _'_ s Mightiest

#0

First the Thunder, Then the Lightning

" _It is the secret of the world that all things subsist and do not die, but retire a little from sight and afterwards return again."_

 _-Ralph Waldo Emerson_

 _Essays: Second Series_

TEN YEARS FROM NOW NEW YORK CITY

7:53 AM

Glass shattered across the sidewalk as Kevin Masterson crashed through the front window of Doosey's Market, a bag full of canned and packaged goods clutched tightly against his chest. Landing clumsily on the concrete, he quickly scrambled to his feet and rushed away among the crowd of people making their way to work. Behind him, he could hear Doosey himself screaming in rage over both the theft and the broken window. He ignored it and kept running.

Suddenly, Kevin's feet were kicked out from under him. He went sprawling on the ground, still tightly clutching his bag of food and miraculously managing not to lose anything. Looking up, he found a uniformed NYPD officer standing over him, nightstick in hand. The crowd had scattered, leaving them relatively alone on the sidewalk as the officer spoke into the radio clipped to the front of his uniform. Kevin desperately looked around for a way out, but saw none. He knew that if he scrambled to his feet, the officer would immediately bring the nightstick to bear again.

Before he could make any decisions, a man stepped out of the crowd near the officer. He was dressed in a long, brown coat with a T-shirt and jeans underneath. He was completely bald, with a hint of stubble covering his jaw, and the expression on his face spoke of deep anger. Kevin swallowed, reflexively.

Without speaking, the man knelt to the ground and placed his hand on the concrete sidewalk. Incredibly, the hand seemed to transform itself into concrete, and the effect quickly spread across his entire body until he resembled a statue come to life.

The officer glanced in the man's direction and immediately began fumbling for his service weapon, all but forgetting Kevin, but before he could draw it, the man made of concrete slapped him neatly on the forehead and knocked him out cold.

"C'mon, kid," he grumbled at Kevin. "Get yer butt in gear and let's get outta here before any more pigs show up!"

Kevin quickly scrambled to his feet and carefully stepped around the prone, but alive, body of the NYPD officer who had almost collared him.

"Thanks, Crusher," he said. "That was too close."

"We'll talk about you almost gettin' caught later, kid," replied Crusher Creel, now looking like a normal, if disagreeable, non-statue again. "Now, move!"

Creel gave Kevin a shove to get him moving, and together they disappeared into the busy New York crowd.

As they made their way down the street, they barely registered a news story playing on the display televisions in a nearby electronics store window. That morning, there had been a break-in at a nearby military facility outside the city. Authorities were not releasing details about what, if anything, was missing, but SHIELD forces were reported to be in pursuit of the perpetrators . . .

* * *

OUTSIDE NEW YORK CITY

8:17 AM

The Thunderbolts skimmed low and fast along the countryside, Jubilee at the controls of the Thundercar. Beside her, Captain America twisted around in his seat to watch as the pursuing SHIELD forces gained on them. The Thundercar, while useful, was unfortunately a generation of technology behind SHIELD's current standard.

"We can't outrun them, Cap," said Jubilee through gritted teeth.

"I know," he replied. "We're going to have to stand and fight. I just don't want to do it without any cover." He turned and scanned the landscape around them and then pointed off to one side. "Head for that rock formation!"

Behind him in the Thundercar, Titania, Songbird, Shocker, Jack O'Lantern, and Quicksand braced themselves for Jubilee's sudden change of course, and within seconds they were bound for the formation he had indicated.

Captain America glanced back at their pursuers and just in time noticed that they had begun to open fire. Leaping out of his seat, he vaulted over his teammates and out onto the back of the vehicle. As he went, he ignited the energy shield built into his right gauntlet, forming a perfect replica of his traditional shield, and used it to deflect an incoming energy bolt away from the Thundercar.

"Songbird!" he ordered. "We need a shield! Just long enough for us to reach cover and set down!"

"On it, boss!" replied Songbird. She sprang out of her seat and leaped out of the Thundercar, screaming as she went.

When she had been younger, Melissa Gold had operated as the professional wrestler and costumed criminal Screaming Mimi, using her powerful sonic scream. After a fairly unremarkable criminal career and a significant amount of time in prison, she became a member of the original team of Thunderbolts when the Avengers and Fantastic Four disappeared for a time. Their leader, Baron Helmut Zemo, had given her a technological harness she wore around her neck that converted her sonic screams into solid sound constructs in whatever shapes she desired. She had been rechristened as Songbird and had carried on in her heroic identity ever since.

As Songbird dove from the Thundercar, her first order of business was to form her customary wings. With that done, and gravity defied, she quickly formed a partial bubble of solid sound around the Thundercar, deflecting several bolts of energy from the pursuing SHIELD forces and providing cover for Jubilee as she set the it down near the rocks Captain America had indicated.

When they set down, Captain America was the first to have boots on the ground.

"All right, people!" he called out. "Just like we practiced! Songbird and Jack, take out their air support! I want my sky clear! Jubilee and Shocker, keep their ground troops busy! Quicksand and Titania, you're on Mandroid detail! Go!"

At his order, the team deployed, Songbird and Jack O'Lantern aloft, with the latter on his jet-powered hover platform. Some distance away, the three pursuing SHIELD flyers set down and quickly disgorged two dozen ground troops and four more troopers wearing armored Mandroid power suits before taking flight again. Songbird and Jack O'Lantern dodged incoming fire to meet the flyers in the air and scored direct hits on two of them before realizing they had been heavily armored in anticipation of engagements with superhumans. Veering off, the two Thunderbolts immediately changed tactics, just as Captain America had trained them, and began leading the flyers in a complex pursuit pattern and drawing their fire away from their ground-based teammates.

On the ground, Captain America was the first to strike. Using the rock formation as cover, he reconfigured his energy shield to project blasts of force. As soon as the troops entered range he sprang from cover and surprised two of the troopers with a blast, knocking them unconscious. Just as quickly, he reformed his shield, dodging two energy blasts from the troopers' rifles and deflecting two more.

Nearby, Jubilee popped out from another group of rocks and used her mutant power of pyrotechnics to burn and batter two more troopers while Shocker emerged from a third position and used his vibration gauntlets to render another two troopers unconscious. It was a drill they had practiced countless times, working as a team to confuse and disorient enemy squads. Captain America strictly forbade killing, but he was more forgiving of mild burns and bruises.

Behind the troopers, the more formidable Mandroids advanced on the Thunderbolts' position. This would be the most difficult part of the assault to overcome, so Captain America had assigned their two heaviest hitters to the task.

From behind cover, Quicksand projected a powerful blast of dirt from her arms into the face shield of one advancing Mandroid. While the blast itself did little real damage, it momentarily blinded the trooper inside. Titania sprang from behind a rock using her powerful leg muscles and punched the chest of the suit so hard it flew off into the distance. Mandroids were not known for their speed over open ground, so that effectively put it out of the fight.

As they had practiced, Quicksand quickly pivoted to target another Mandroid suit, snaking a stream of sand from her sand-composed body under the ground toward it. Once there, she formed a lasso behind the Mandroid and threw it around the armored trooper's neck, dragging it backward and burying it in the dirt.

Unfortunately, Titania was not fast enough to avoid a powerful energy blast from the as-yet-untouched third Mandroid. It knocked her off her feet and took her breath away, leaving her stunned and momentarily helpless.

* * *

Nearby, Kevin and Creel crept through a dark storm drain, led only by the small flashlights they carried to find their way home. As they passed one intersection, Kevin thought he heard explosions in the distance.

"Crusher," he whispered, "did you hear that?"

Creel nodded and peered down the side tunnel. In the distance, he could see sunlight.

"Stay here, kid," said Creel before starting toward the sunlight. Behind him, Kevin ignored the instruction and followed after, as Creel knew he would. They had survived together for a long time, and they knew each other's habits well.

At the end of the tunnel, Creel set down the bowling ball bag that contained his ball and chain and peered through the storm grating. Outside, he saw the Thundercar set down a short distance away, protected from several energy blasts by the faint, pink color of Songbird's partly spherical solid sound shield. Once on the ground, he watched as the Thunderbolts sprang from the car and, in response to Captain America's shouted commands, sought cover in the nearby rock formations. Jack O'Lantern rose into the air on his anti-gravity foot thrusters to join Songbird overhead.

Creel, however, was transfixed on one figure: Titania.

"Babe . . ." he whispered.

Kevin looked at him in surprise.

"You know her?" he asked.

Creel ignored the question and watched for a moment as the Thunderbolts deployed like a well-oiled machine. At the sight of Titania being caught in an energy blast and knocked to the ground, he stiffened and reached for his ball and chain.

"Stay here, kid," he said, firmly. "I mean it this time."

* * *

Overhead, Songbird and Jack O'Lantern, both far more maneuverable than their pursuing flyers, had led them on a merry chase. The flyers' pilots could not seem to draw a bead on either of them with their energy weapons, but that didn't stop them from trying, as they fired round after round at the quickly dodging Thunderbolts. The result was a morning sky that was lit up with energy bolts like a small city under siege.

Slowly, the two Thunderbolts worked their way into the proper formation, flying toward each other at an oblique angle.

"Ready?" asked Jack over their private communications channel.

"Ready!" confirmed Songbird.

Tensely, they both watched as they drew closer to each other. When they had reached the correct distance, Songbird made the call.

"Now!" she snapped.

Instantly, they swerved toward each other, making directly for each other's pursuing flyer. Songbird was still on comms.

"Three, two, one, now!"

For just a moment, the pilots of the two flyers were delighted that their quarry had suddenly decided to fly in straight lines instead of darting in random directions. They quickly settled in behind their prey, lined them up in their crosshairs, and pulled their respective triggers. But at the last moment, to their horror, they realized they had been duped.

On her cue, Songbird and Jack O'Lantern suddenly dove at a steep angle, leaving the two flyers on direct courses for each other, energy cannons blazing. They caught each other dead center, causing massive explosions and destroying both craft. Songbird regretted the loss of life, but she didn't know too many ways to take out armed and armored aircraft without killing anyone.

"Hey," said Jack in her ear. "What happened to the other flyer?"

Apprehension suddenly washed over Songbird as she desperately scanned the sky. They had lost one. That was definitely _not_ how they had been trained.

* * *

On the ground, Captain America, Jubilee, and Shocker had almost finished taking out all of the SHIELD troopers. Their three-pronged attack strategy had been successful in preventing their opponents from regrouping and pushing back.

A sudden roar from overhead, however, alerted Captain America to another problem.

The missing flyer roared past, headed straight for the defenseless Thundercar. It took two shots in rapid succession, and the Thundercar exploded in a ball of flame and debris. Captain America was on comms in an instant.

"Jubilee! Is the data secure?"

"Got it right here, boss," she replied, sounding a little insulted. "As if I would leave something like that in the car. Although I don't know how we're going to get home now."

"We'll worry about that once we've wrapped these guys up. Watch your six! There's still a few left!"

* * *

Nearby, Quicksand had neatly buried the Mandroid she had lassoed around the neck and had used her fine control of the sand particles her body was composed of to seep into the suit through its seams, shorting out its systems.

The final Mandroid loomed over Titania as she struggled to her feet, still dazed. In the back of her mind, she could hear the whine of an energy canon charging for a potentially lethal shot, but it was cut short by a sudden crash. She glanced up, but the Mandroid was nowhere to be found.

Before she could understand what was happening, strong, rough hands were lifting her from the ground, supporting her, helping her. Familiar hands.

"Crusher?" she mumbled, looking up at him.

Creel reached into the air with one hand and caught his ball and chain as it returned from where it had knocked the missing Mandroid about a half a mile away. With the other hand, he braced Titania against his side as he helped her toward the open storm grate fifty yard away.

"C'mon, babe," he said. "Let's get you outta here." He still seemed to be made of the stainless steel he had absorbed from the storm grate before he had torn it off its hinges.

"I can't leave my team, Crusher," Titania mumbled, still struggling to walk on her own.

"They can come, too." Creel turned and shouted in Captain America's direction. "Hey, winghead! Follow me if you wanna get outta here!"

Captain America saw them moving toward the storm drain and quickly decided it was their only option.

"Thunderbolts!" he shouted. "Form up! Give Titania some cover!"

Obediently, the rest of the team rushed toward Titania and Creel but pulled up short when they were intercepted by the final flyer. Against the entire team of Thunderbolts, however, the last remaining pilot was severely outmatched.

Without hesitation, they worked together. Jubilee threw distracting blasts of pyrotechnics against the flyer's cockpit canopy while Quicksand shot a funnel of dirt and sand into the flyer's air intake vents. The flyer immediately stalled, its jet engines unable to get the necessary oxygen to remain aloft. With only one flyer to be concerned with, Songbird quickly formed a giant drill of solid sound and went to work drilling into the flyer's fuselage. Realizing he had bitten off more than he could chew, the pilot triggered his ejection system and left the flyer to its fate, popping the canopy and ejecting into the air.

"Quit screwin' around and get in here!" shouted Creel from the storm drain. "We gotta get outta here before more a' these goons show up!"

At Captain America's signal, the Thunderbolts moved into the storm drain system, following Creel and leaving the smoldering battlefield behind.

* * *

Once inside the storm drain, Creel replaced the grate as best he could, considering that he'd torn it off its hinges in his haste to protect Titania. For over an hour, the group crept through the system of tunnels, turning left and right in a pattern that seemed random to the Thunderbolts but which Kevin and Creel seemed to know by heart. Titania recovered enough to walk on her own shortly into the journey, and to Creel's dismay she kept her distance from him and stayed close to Shocker. Captain America stayed close to the front of the group, keeping an eye on Creel and seeming curious about Kevin, but saying nothing.

At length, the group emerged into a large cavern lit by a number of strategically placed lanterns. Dozens of tents had been set up in what appeared to be a makeshift community, among which wandered large numbers of strangely shaped and occasionally monstrous people.

"What is this place?" asked Songbird, quietly.

"Morlock encampment," explained Creel. "The government makes a habit of roundin' up people with powers or mutations and sendin' 'em to special camps. The Morlocks have always lived underground to hide from that stuff. Me and the kid have been with these guys for a couple a' years now, helpin' 'em hide, protectin' 'em, stuff like that."

As the group proceeded further into the cavern, a woman with blue skin and carrying futuristic weapons and equipment broke off from the encampment and met them halfway. Captain America immediately recognized her as a Kree, an alien race with a long history of interaction and interference with Earth. She did not, however, appear to be a Kree soldier—she struck him as more of a mercenary or smuggler of some kind.

"Creel," she said. "You know we're not crazy about guests, especially costumed ones."

"Everyone," announced Creel to the group, "this is Jax. She runs this camp." He turned to address Jax. "SHIELD had 'em in a bind. I couldn't just leave 'em."

Jax's eyes flicked over to Titania and studied her for a moment.

"Yeah," she muttered. "I'll bet."

Next, she turned to Captain America with a resigned sigh.

"Captain, welcome to Undertown. We don't have much, but what we do have is yours."

"Thanks," he replied. "Sorry to impose. We'll be gone as soon as we can figure out some transportation."

"I appreciate that." Jax glanced at the rest of the team again as they resumed walking. "I assume you'll be pursued? We'll have to relocate again."

Captain America nodded. "Sorry about that. We didn't have any other options."

"Don't worry about it," Jax assured him. "We've been here too long already. We survive by staying on the move, and we're overdue to relocate." She grabbed one of her people by the arm as he passed by. "We break camp before dawn tomorrow," she told him. "Spread the word."

The group continued walking until they came to a large, empty tent. Inside, ten empty cots lay scattered all around. Various supplies and items covered the makeshift shelves.

"We lost a squad on a supply run last week," Jax told them. "You can bunk here tonight and move out with us before dawn."

"Do you have a computer workstation somewhere?" Jubilee asked. From inside her coat, she produced a small flash drive. "Somewhere I can decrypt this?"

Jax looked at Kevin, who shrugged.

"You can use mine," he offered. "I'm sort of the resident hacker here."

"Don't let 'im fool ya, legs," said Creel. "I ain't seen anything yet this kid couldn't hack into."

"Perfect," smiled Jubilee. "Between you and me, this should be no problem."

As Kevin led Jubilee out, Jax turned to Creel.

"You and I need to talk," she told him. Creel said nothing, but quietly followed her out of the tent.

When they were gone, Captain America turned to the rest of his team.

"All of you, get some rest and something to eat," he told them. "I'd love to believe we'll be able to break camp and get away without a problem, but I doubt it'll be that easy."

He turned to leave, but Songbird reached out and put her hand on his shoulder.

"Where are you going?" she asked, quietly.

"To scout the area, find all the exits, train a little. The usual," he answered. "Get some rest. I'll be back in a while."

Then he exited the tent, leaving Songbird to sadly watch him go.

* * *

They made it all the way to the camp's makeshift eating area without Jax saying anything to Creel at all. Wordlessly, she passed him a can of baked beans and a spoon from the collection of food items and utensils. Then she took another of each for herself, and they walked over to a relatively isolated pile of rocks, where they opened their cans and sat down to eat. It reminded Creel of the old days, though the cuisine had been decidedly more exotic back then, at least for him.

"What exactly were you thinking, Crusher?" she asked after a few minutes. "Bringing them back here? You know SHIELD will come after them."

Creel didn't respond immediately. He kept chewing his beans, trying to sort out his thoughts before he eventually answered.

"She was hurt," he told her. "I couldn't just leave her there, and she wouldn't have gone anywhere without them. I know that from experience."

Jax sighed.

"So this _is_ about her. I thought that was long over, Crusher." She paused, then quietly continued, "You told me it was long over."

Creel directed a penetrating glare at Jax, suddenly angry but not sure why.

"We had our problems at the end," he spat, "but I never wished harm on her. Not ever."

Creel looked away again, as if unable to bear the truth. "I don't know what I'd do if she died, even if we ain't together no more."

"You still love her," said Jax, still using the same quiet tone. "Don't you?"

Creel said nothing, and the two finished eating their meal in silence.

* * *

Kevin took Jubilee to a much smaller and more sparsely furnished tent further into the camp. Two cots sat on either end of the tent, but its central feature was a small computer workstation set up on a folding table.

"It's small, but powerful," Kevin explained. "I needed it to be portable since we move around so much."

"Where do you get the electricity?" asked Jubilee.

"I have my own generator outside," he told her. "I only use it when I need the computer. Give me a second and I'll turn it on."

While Kevin went outside, Jubilee looked around the tent, curious. Its contents were sparse, but Kevin did have a couple of pictures of himself when he was a boy and a man she assumed to be his father. Now that Kevin was older, the resemblance was striking.

Outside, she heard the generator start with a roar. She turned to glance back at the tent entrance, and that was when she saw it, sitting on a shelf nearby. Her breath caught in her throat, and she stood there, motionless, until Kevin returned. He saw the look on her face and followed her gaze.

"Is that . . ." whispered Jubilee. "Is that Thor's hammer?"

Kevin smiled, sadly, and shook his head.

"Not quite, he said. "It was my dad's before he died. He was friends with Thor for a long time. It's a mace called Thunderstrike."

Jubilee looked more closely at the weapon on the shelf and realized that, while it did resemble Thor's famous hammer, it also had subtle differences. The grip was identical, but the head had a triangular shape rather than the large rectangle that would have made it a hammer. It also had a chain at the end of the grip rather than a leather strap, and the top of the head bore a distinctive _T_ etched into it.

"Does it . . . do anything?" she asked.

Kevin shook his head.

"Whatever powers it had when my dad was alive seem to have died when he did. It's great for hammering nails and breaking stuff, but that's about it."

"Wait," said Jubilee, putting two and two together. "Your dad was Thunderstrike?"

"You knew him?" Kevin asked.

"No, we never met. But I knew _of_ him. Everyone I've ever talked to said he was a good guy, a real hero. You should be proud."

Kevin nodded.

"I wasn't for a long time. But Crusher knew him. He found me a couple of years ago when I was homeless, taught me how to survive, protected me. And he told me stories about my dad, stories I'd never heard before. It made me realize what a hard time my dad was having, trying to balance work, being my dad, and being an honest-to-god superhero." He looked again at the mace, a silent testimony to his father's legacy. "I miss him."

The two stood in silence for a long moment until Kevin seemed to shake off his melancholy. He walked over to the workstation and began powering it up.

"Okay," he said. "Let's take a look at that flash drive of yours. If you got it from SHIELD, I'll bet there's all kinds of interesting stuff on it."

* * *

The camp didn't have a dedicated place for training, so Captain America had located a rock formation a short distance away that he could scramble up and then somersault off of, landing on his feet on the cavern floor. Songbird watched him perform this feat four times before approaching him at the end of the routine.

"Y'know," she said, "working yourself to exhaustion might not be the best strategy here."

She put her arms around his neck and kissed him. He didn't resist.

"You're not a super-soldier," she continued after a moment. "You need rest, too."

Captain America put his arms around her and held her close. He sighed.

"You're probably right, Mel," he said. "I just don't like depending on someone like Crusher Creel for shelter. And even if he _is_ legit, we're putting all these innocent people in danger just by being here."

"We didn't have any other choice," she reminded him, gently. "And he _did_ save Titania. He's obviously still carrying a torch for her. I think we can trust him for now."

"Yeah," he grumbled, "until she tells him to get bent and he turns on all of us."

"I'm not so sure she will," smiled Songbird. "You didn't see the look on her face when she realized who rescued her. I think she's carrying a torch for him, too."

"Great. What a match made in heaven. Am I going to lose a team member when all of this is over? Because there's _no way_ Creel is joining this team."

Songbird frowned.

"We all have questionable pasts," she told him. "Even you. What makes you so sure Creel can't be rehabilitated?"

"Creel has been around for a long time. He's the worst of the worst, completely amoral and unrepentant. I have some experience with him."

"That was a long time ago," she countered. "He's spent the last two years protecting this camp. Something has obviously changed. And he's been looking after this Kevin kid, too. That's got to count for something."

He sighed again.

"You make far too much sense for your own good. You know that?"

"That's why you love me," she said, smiling. She kissed him again, then pulled away, grabbing his hand and pulling, gently. "Come to bed. We have to up early to pack up the camp."

Finally, he surrendered and followed her back to their tent.

* * *

It was several hours before Jubilee finally crept into the team's tent. Sentries had been posted at all the entrances and exits from the cavern, and most of the camp was asleep in anticipation of breaking camp before dawn and moving out to parts unknown. She tried to be as quiet as she could, but Jack O'Lantern must have still been awake.

"Hey," he whispered out of the darkness.

Jubilee let out a brief shriek of surprise, then glanced around to see if she had woken anyone. Thankfully, no one seemed to have noticed. The rest of the team still slept in their borrowed cots. Even Captain America and Songbird were still peacefully curled up next to one another, having long since abandoned any attempts to keep their relationship a secret.

"Geez!" she quietly admonished Jack. "I could use a change of shorts all of a sudden! Give a girl some warning next time!"

In his life, Jason Phillip Macendale, Jr., had been many things, and very few of them had been nice. He had been a CIA operative, a freelance mercenary, a costumed criminal and terrorist, and a top professional killer. Eventually, he had killed Ned Leeds, who was thought to be the original Hobgoblin at the time, and adopted the Hobgoblin identity himself. During the Inferno, the demon N'Astirh had gifted him with true demonic powers, making much of his Hobgoblin equipment unnecessary, but in time he had come to understand that N'Astirh had not so much given him demonic powers as he had bonded him with an actual minor demon. Over time, the demon began exerting more and more control over their joined form until it forcibly separated itself from him, leaving Macendale alone and fully human again.

Not knowing what else to do, he had gone back to his Jack O'Lantern identity, but found that his heart just wasn't in assassinations or robberies anymore. He had seen, had experienced, had been joined with true evil in its purest form, and it had changed him. The robberies became a necessary evil, something he did for the money, just to survive, and he turned down the assassinations altogether. Word got around that he'd gone soft, but he didn't care—he wasn't interested in associating with his former peers anymore, anyway.

For years, he had wandered aimlessly, not sure what to do with his life anymore beyond mere existence. Then, Captain America had tracked him down and offered him a place on a new team of Thunderbolts. At first, he wasn't sure about this new life, whether he had it in him to be a hero, but like many Thunderbolts before him, he found that he enjoyed it. Being the good guy was addictive, and he clung to it for a sense of identity. Without it, he didn't know what he'd do.

So when he startled Jubilee, instead of blowing it off and ignoring it, as he would have in a past life, he apologized.

"Sorry," he whispered. "Wasn't trying to scare you."

Jubilee sank down onto the empty cot next to him with a sigh.

"Oh, it's okay," she said. "I'm just tired. It's been a long day."

"Make any progress?" he asked.

"I think so," she replied. "I think we found the decryption key, but there's a lot of data on that drive. We're running a decryption algorithm now, but it'll be a few hours, at least. We figured we'd get some sleep while it runs."

"Is the kid as good as Creel said?"

Jubilee lifted her feet onto the cot and laid back.

"As advertised," she said. "I don't think I could have done it without him. We'll find out if it worked in the morning."

Macendale nodded in the dark, despite the fact that she couldn't see him.

"Get some sleep, Jubes," he said. "You earned it."

But she was already fast asleep.

* * *

Jax allowed the camp nine hours to rest before she sent runners around to wake everyone up and begin the task of breaking down the camp. The Thunderbolts helped out wherever they could, first breaking down their own tent and then assisting with others. Songbird and Titania used their powers to move the heavier items into the motorized carts that were used to transport them.

While that was going on, Jubilee rushed over to Kevin's tent to check on the progress of the decryption program. Kevin had started packing up the contents of the tent he shared with Creel, but the computer was still running. Eagerly, she sat down and found that the decryption had been a success. As she skimmed through the file names, her eyes widened, and she opened her comms to the rest of the team.

"Cap?" she said. "I have the results of the decryption. I think you'd better see this."

Within minutes, the Thunderbolts had assembled around Kevin's workstation, joined by Creel and Jax. Kevin was already there.

"What do you got, Jubes?" asked Captain America. It was his usual prompt whenever Jubilee had something to share.

Jubilee always seemed to relish the opportunity to provide new information to the team.

"Okay, first of all, there is _a lot_ of data here. I have about four petabytes of files and images to go through. This is just what I found on my first scan of file names."

She brought up a list of files on one screen so the others could see it.

"This seems to be a list of target sites where SHIELD expects to recover items of high value. There's no description of what those items are, just an alphanumeric designator. But there _are_ deployment instructions, timing recommendations, satellite imagery, everything anyone would need to plan a military assault."

Songbird leaned in to look closely at the file names.

"These locations are scattered all over the world," she said.

"I know," acknowledged Jubilee. "Whatever they're looking for, it's pretty widespread. Every continent on Earth, every major region, has target sites. This is huge."

"Is there any way to tell if they've actually hit any of these targets?" asked Jax.

"Not from these files," said Jubilee. "These are just assault plans. It's possible that there might be field reports from the actual assaults buried somewhere else on the drive, but there's _a lot_ of data here, like I said. It's going to take some time to dig through it all."

"I'm just going to take a wild guess here," said Shocker, "but I figure that if SHIELD wants whatever these things are, they probably shouldn't get them."

"Agreed," said Songbird. "We need to either find a way to protect these sites or retrieve these items ourselves before SHIELD can."

Captain America had been uncharacteristically silent up to this point, but now he broke that silence.

"All of this is academic at this point," he told them. "Jubilee, make sure you take this data with you in case we have to leave in a hurry, then help Kevin break down the equipment and tent. The rest of you, help finish breaking down the rest of the camp. I want to be on the move as soon as possible. Once we're in a secure location, we'll take another look at these sites and figure out what to do about them."

The team broke up without another word, long accustomed to obeying his orders, leaving only Jax and Creel with him.

"Where did this data come from?" asked Jax, clearly angry.

"We raided a small SHIELD facility in upstate New York yesterday morning," Captain America explained. "Our goal was to tap into SHIELD's secure intranet and download as much classified information as possible. Jubilee is pretty good at that sort of thing. We didn't know what we were going to find—we just wanted to get some intelligence for the resistance and take the fight to SHIELD for once."

Jax was clearly growing angrier with every passing moment.

"So let me get this straight," she snarled. "At the end of your super secret mission for the _resistance_ , which is SHIELD's _enemy number one_ , you brought _top secret_ , _stolen_ information into my _secret camp_ , and you _didn't think_ SHIELD would send its _best troops_ to look for you and _find us_?!"

Jax was yelling now, clearly enraged. Creel tried to intercede as Kevin and Jubilee did their best to focus on their work a few steps away.

"C'mon, Jax," said Creel. "They didn't have a—"

Jax whirled on Creel and directed her fury now at him.

" _Oh_ , no!" she shouted. "You're just as much to blame for this as he is! You brought these people here and endangered the lives of every man, woman and child in Undertown because you're still pining for an ex-girlfriend who _dumped you_ seven years ago! Of all the stupid, self-centered, self-destructive . . . _gaah_! I can't even look at you right now!"

Jax stormed out of the tent, leaving Creel and Captain America in her wake. They glanced at each other.

"We'll break off from the group at the first opportunity," Captain America told him. "Maybe SHIELD will focus on us and miss you guys completely."

"Remind me never to go gambling with you, winghead," said Creel, pointedly. "You sure make some stupid bets."

With that, Creel walked out, leaving Captain America alone to consider his options.

* * *

Creel found a place to help as soon as he emerged from the tent. Another group was struggling to pull their tent's stakes out of the ground nearby, so Creel trotted over and used his superior strength to complete the task. With the stakes out, it was a simple matter to collapse the tent and fold it up for the journey.

As he finished with that, Creel looked up and found Titania standing over him. To his chagrin, he found that something had lodged in his throat, making it difficult to speak. She beat him to it.

"I never thanked you," she said, simply.

Creel coughed to clear his throat and stood to face her.

"Don't worry about it, ba— . . . Titania," he said, weakly. "I just wanted to help."

"I heard what Jax said. I think the whole camp did." Gently, as if afraid he would pull away, she put her hand on his cheek. "This must be hard for you."

Creel said nothing, afraid that anything he might say would betray him.

"I said some things seven years ago," she continued. "Some of them were pretty awful. I didn't mean all of them. Believe it or not, I've missed you."

Slowly, tenderly, she leaned forward and gave him a long, slow kiss. Creel's knees, which had absorbed blows from thunder gods and gamma-irradiated beasts, almost buckled from the sensation, and when she pulled away he was ashamed to find that his eyes were threatening to fill with tears.

"When this is over," she said, quietly, "the next time we run into each other, we should talk.

"And thank you."

Then she turned and walked away, going to back to her work.

Creel stood there for a long time, wondering what the future might hold for him.

* * *

Captain America was impressed with the speed and efficiency with which the residents of Undertown broke down the camp and made ready to leave. It was a massive undertaking, but they had clearly done this many times before. Within just a couple of hours, they were ready to move out.

Before they left, he called his team together for final instructions. They were joined by Jax, Creel, and Kevin, all of whom carried large packs for the trip. Jax said nothing to anyone and simply glared. As the community's leader, she needed to know what was going on, but any sense of welcome from her was gone, replaced by a smoldering anger.

"Listen up, people," said Captain America, at the front of the group. "When we move out, everyone will have an assigned sector to guard. We don't know what we'll run into once we start moving, so keep your comms open in case I have to switch things up.

"Songbird, Creel, and myself will take position at the head of the group. Quicksand will guard the right flank and Jack O'Lantern the left. That leaves Jubilee, Shocker, and Titania to bring up the rear."

Jax stepped to the front now and addressed the group.

"We're going to be moving deeper into the network of storm drains and tunnels," she said. "We've done this before. The goal is to get sufficiently lost for it to be a waste of time and resources for SHIELD to track and follow us. I have my doubts about whether that will work in this situation—" she glanced meaningfully at Captain America "—but right now it's our best option. Remember, if we do encounter resistance, we don't have to win. All we have to do is keep moving and demonstrate that we're more trouble than we're worth."

Captain America glanced around at the assembled group.

"Does anyone have anything else?" he asked. No one offered anything. "Okay, let's go to work, people."

At his dismissal, the group broke up and assumed their assigned stations. Jax gave the signal to move out, and the community slowly poured out of the cavern.

They had only been on the move for a few minutes when Captain America heard Jubilee over comms.

"Heads up, Cap," she said, sounding slightly tinny over the communications channel. "We just had a runner pass us from behind headed in your direction. I think he's one of the sentries Jax posted at the tunnel entrances. Seemed like he was in a real hurry, too."

"Confirmed," offered Jack O'Lantern. "I see him. He's making his way to the front."

"Got it," said Captain America. He tapped Jax on the shoulder and informed her of what was happening. When the runner finally arrived and went straight to her, she was expecting him.

The runner had vaguely feline features and appeared to enjoy a cat's gift for speed, which was probably why she'd been selected to be a runner in the first place. Captain America moved closer so he could hear her report.

"SHIELD forces have landed at yesterday's battle site, sir," she told Jax. "They've committed a lot more resources this time. I counted at least a hundred troops and twenty mechanized battle suits. Our sentries are withdrawing and coming to join us. SHIELD has secured the battle site, and we feel certain that their next step will be to proceed into the tunnel system."

She handed over a smartphone.

"I brought pictures," she told her.

Jax took the offered phone, and Captain America leaned in so he could see as well.

"We issue these to our sentries for exactly this purpose," she explained. "They aren't hooked up to any network or GPS system, of course, but they make great cameras."

He watched as Jax scrolled through the pictures on the small screen. SHIELD's forces did seem more formidable and numerous than they had the day before. _They must know what we have_ , he thought. A momentary twinge of guilt passed through him. Jax had been right—it _had_ been foolish to take refuge in Undertown. All these people were in danger because of him and his team.

He was so engrossed in his thoughts that he almost missed it. Suddenly, he snatched the phone out of Jax's hand and looked closely at the screen.

"What?" asked Jax, startled.

The image she had been looking at was of a woman with long, red hair, wearing a high-ranking SHIELD uniform, likely the mission commander. Captain America swore and handed the phone back to her. He was on his comms in an instant, already on the move.

"Change of plans, people," he called out, moving quickly to the rear of the group. "Jubilee, come up to the front. We're trading places. I've got rear guard."

Songbird fell into step next to him. She had seen the alarm on his face, even through the mask.

"I'm coming with you," she said.

Captain America opened his mouth to argue, but decided he didn't have time.

"Fine," he said. "Titania, you're going up front, too. Rear guard is me, Songbird and Shocker. Jubilee, when you get up front, tell Jax to pick up the pace. We've got trouble coming, and soon."

* * *

They continued moving through the tunnels for over an hour, their pace quickened by the knowledge that they were being pursued. The remaining sentries caught up with them shortly after Captain America and Songbird joined the rear guard, bolstering their number.

As they went, Captain America kept glancing back at the dark tunnels they had already passed through. He knew their pursuers were back there somewhere, and he knew they would not give up until they found them, but so far there was no sign of them.

Then, from the tunnels far ahead of them, they heard a series of resounding booms. With a feeling of dread in the pit of his stomach, he signaled Jack O'Lantern to scout ahead.

"Bad news, boss," said Jack over comms after several minutes. "It looks like they set some charges down here and caused a cave in. The tunnel is completely blocked, and from the sounds we heard earlier, my guess is they did the same to every other tunnel branch that leads out of here. We're trapped."

"We can't go back," said Jax. Jubilee had given her and Creel their own earpieces so they could listen in on the Thunderbolts' communications. "Those SHIELD troops are still back there."

Captain America made the call.

"Keep moving, Jax," he instructed. "Jack, get back here and guard the group. Songbird, Shocker, Titania, and Creel, get up to that cave in as quick as you can and see what you can do about digging us out. There's no going back for us, so we have to keep moving forward."

Songbird whirled to face him.

"I'm not leaving you," she said, still alarmed at his reaction to the surveillance photos from earlier.

Gently, he put his hands on her shoulders.

"Mel," he said. "Listen to me. We have to get these people to safety. It's the only thing that matters right now. I'll be okay. Trust me."

Slowly, he kissed her, and when he pulled away, she wavered and nodded. Without another word, she headed out on foot, the tunnel being too small for her customary wings.

Captain America took a deep breath and resumed his wary watch of the tunnels behind them. The other shoe would drop soon, he knew.

* * *

Kevin adjusted the heavy pack on his shoulders and kept moving with the group, making sure to stay close to Jubilee. He hadn't been given his own earpiece, but she had been keeping him up to date on what was going on. The distant booms they had heard had unnerved him, even moreso after he had been told what they were.

They were being hunted now, he knew, and the trap would be sprung soon. He had seen Creel and several Thunderbolts rush ahead to clear the cave in, and while he understood the necessity of it, he couldn't help but feel as if the lack of protection was playing straight into their pursuers' hands.

They kept moving for nearly an hour until they finally came to another large cavern, smaller than the one where they had last set up Undertown, but still large enough to accommodate the entire group. At the far end, Kevin could see Creel, Shocker, Titania, and Songbird working to clear the rocks and debris from the cavern's only exit.

With a start, Kevin looked around as the cavern continued to fill with the denizens of Undertown. This was it. This was exactly where the SHIELD force wanted them: all together in one place, contained, and with absolutely nowhere to go until the exit tunnel was cleared.

Now they would strike.

* * *

Captain America saw it, too, as he entered the cavern behind the rest of the group.

Quickly, he deployed the sentries that had joined him earlier to guard the cavern entrance behind them. Then he was on his comms.

"Alright, Thunderbolts," he announced. "This is it. Stay sharp and keep your heads on swivels. Remember, no matter what happens in the next few minutes, top priority is clearing that tunnel and getting these people out of here."

"What are you—" Songbird began to protest, but Captain America cut her off.

"We don't have time to argue! Just clear that tunnel!"

Suddenly, as if on cue, SHIELD troops began pouring into the cavern through the same opening they had used moments before. There were dozens of them, all clad in riot gear and armed with energy rifles. They quickly assumed formation around the cavern entrance, rifles trained on the group of refugees.

Captain America stepped forward and raised his arms toward his own troops in a restraining gesture.

"Hold your fire!" he ordered. "Keep digging, team," he whispered into his comms. "Hurry!"

Behind him, he was sure Quicksand and Jack O'Lantern were moving toward his position to back him up. In the enclosed cavern, there was no need for them to guard the right and left flanks.

Then, from within the tunnels, a woman emerged, walking confidently and unhurriedly. She knew they had nowhere to go. As in the images on the smartphone, she was slim, with dark red hair, and wore a SHIELD uniform that designated her as a commander, a high rank in the organization. She approached Captain America directly and stopped just out of arm's length.

"Hello, Natasha," he said, simply. He could have sworn she hadn't aged a day since the last time he had seen her so many years before.

"Hello, Clint," she said. "It's been a long time."

"Too long," he agreed. "Why don't we go get a cup of coffee and talk about old times?"

Natasha Romanoff, the Black Widow, smiled thinly.

"I'd like that," she said, "but I'm under orders to arrest you and all your friends. Maybe the director will let me bring you coffee in your prison cell."

Captain America's eyes narrowed.

"We used to be friends, Natasha. Teammates," he said. "I even loved you once. It doesn't have to be this way."

"It always had to be this way, Clint. And we both know why."

He sighed, softly, resigned to the situation.

"Let's get this over with, then," he said.

"Yes. Let's. All units, execute Operation Polyphemus."

* * *

A resounding boom filled the cavern, shaking the very walls and jostling everyone inside. Babies could be heard crying and screams from the refugees echoed in the vast chamber.

Titania hefted another boulder over her head and threw it off to the side.

"Stand back, everyone!" shouted Shocker. "I think I can get through now!"

As the others backed away, Shocker took position in front of what was left of the cave in. Adjusting his vibration gauntlets to maximum, he took aim at the pile of rocks and unleashed a powerful blast. The remains of the cave in exploded away from him and into the tunnel, clearing the way for the refugees.

As the smoke cleared, Songbird peered into the tunnel and discovered, to her horror, that SHIELD had positioned troops on the other side of the cave in as insurance against exactly this situation. They were well and truly trapped.

She barely brought up a protective shield of solid sound before the troops opened fire.

* * *

Kevin ducked, instinctively, as another boom rocked the cavern, this one more powerful than the last.

"What the hell was that?" he asked, rhetorically.

"Nothing good," replied Jubilee. Then her comms crackled to life.

"Jubilee, Jack, we need you up front," said Songbird, urgently.

"On my way." Jubilee turned to Kevin. "Stay here," she told him. They she sprinted for the cavern exit, her yellow coat billowing behind her. Overhead, Jack O'Lantern soared past, headed in the same direction.

Feeling mildly left out, he glanced around, looking for Jax. After a moment, he found the Kree warrior crouched nearby, her sidearm drawn, warily looking up toward the cavern ceiling. She looked like she felt just as helpless as he did. Their fates were now entirely in the hands of the Thunderbolts.

* * *

Captain America activated his energy shield and brought it to bear just as Romanoff issued the go order. When her troops opened fire, their shots deflected harmlessly away.

Overhead, Jack O'Lantern targeted several troopers with his wrist-blasters and pumpkin grenades while Quicksand projected a wave of sand from her arms that engulfed the rest. And just like that, the troopers were down, all except Romanoff.

Another boom shook the cavern, but both Captain America and Black Widow stood their ground, staring at one another. Jack and Quicksand hung back, sensing that this confrontation was deeply personal.

"What did you do?" Captain America demanded.

"You're about to find out," she told him.

In an instant, she was on him, striking at his torso. His energy shield deflected the strike, which she must have expected because she immediately spun into a roundhouse kick aimed at his head, which he barely ducked in time. She was just as fast as he remembered.

Absently, he was aware of Songbird summoning Jack and Jubilee in his ear, but he knew he could not afford any lapse of attention against a foe as formidable as the Black Widow.

* * *

Songbird, Creel, Shocker, and Titania had taken cover on either side of the cavern exit by the time Jack and Jubilee arrived. The troops had stopped firing when they realized they couldn't penetrate Songbird's solid sound barrier, but she knew that suited them just fine. All they were trying to do was contain the refugees in the cavern in anticipation of whatever form the next assault would take.

Fortunately, her harness allowed her to maintain her solid sound shapes after she stopped screaming. Otherwise, she wouldn't be able to keep the shield up and talk to the others at the same time.

"What's the range on your pyrotechnics?" she asked Jubilee. "Do you think you can hit them from here?"

Jubilee peered down the tunnel and nodded.

"I think so," she said. "I've projected them farther before."

"I can get a few grenades down there, too," offered Macendale. "If I set them to wide dispersal, it should knock out everyone down there."

"Perfect." She spoke up so the whole group could hear. "I'm going to drop the shield on the count of three! Get ready!"

Creel quickly placed his hand on the solid sound shield, and Songbird noted with surprise that he instantly became a solid sound shape, himself. That would definitely give him an advantage in combat, she knew, because the troopers' energy blasts would bounce right off him.

"One . . . two . . . _now_!"

As Songbird deactivated the shield, Jubilee shot her pyrotechnics far down the tunnel, burning several troopers who weren't under cover and knocking them to the ground. At the same time, Jack lobbed several pumpkin grenades down the tunnel just past where he knew the troopers were hiding. When they detonated, they took out most of the remaining troops. Finally, Creel rushed down the tunnel himself, still in solid sound form, to mop up any remaining enemy troops.

Suddenly, the cavern was violently rocked again, but this time the sound that accompanied it wasn't a boom—it was a violent cracking and crashing. Songbird looked up just in time to see huge chunks of the ceiling begin to fall, and behind them, a massive metal fist emerged from above.

Songbird screamed.

* * *

Captain America felt the ground shake and heard the accompanying crash. He and Black Widow had been trading strikes, punches, and kicks, but he knew he had to get a look at what was going on.

The two had been evenly matched so far, which surprised him a bit. Either he was better than he thought he was or she was holding back. He strongly suspected the latter. Still, he knew one sure way to get a look at what was happening behind him.

Bringing his energy shield up to his chest, he leaned forward and charged directly at her. As he anticipated, her reaction was to quickly somersault over him as he charged. Knowing that she would follow up with a strike to the back of his head, he dropped into a roll and spun around to face her, shield raised and ready for any follow up.

Not coincidentally, he also had a clear view of everything that was happening in the cavern behind her.

Several large chunks of the ceiling had collapsed into the cavern. To his relief, Songbird had managed to catch them all, though he was sure it was a strain for her to support so much weight in so many pieces all at the same time.

He glanced up, just for an instant, and saw the giant metal fist protruding from the ceiling. He had seen fists like that before and knew what was about to arrive.

Sentinel.

* * *

Songbird screamed.

Instantly, the falling chunks of cavern ceiling, which threatened to crush countless numbers of refugees, were caught by solid sound constructs of her making. She grit her teeth at the strain of holding up so much weight while, below, the crowd scattered as best it could in the confined space of the cavern. She knew she couldn't hold everything up for long. Already, the rocks were sinking slowly to the ground.

Without any prompting, her team was there to back her up.

Titania rushed toward the largest of the chunks and, using her immense strength, caught it before it hit the ground, preventing it from toppling over haphazardly and allowing Songbird to dissolve the solid sound shape supporting it.

Beneath another two chunks, Quicksand used both arms to form twin fountains of sand, rising up and supporting the large chunks of rock. Songbird dissolved those constructs, too, and found the remaining burden much easier to bear as she gently deposited it on the ground.

Meanwhile, Creel had finished clearing the exit tunnel, still in solid sound form, and gave the all-clear over comms. Jubilee signaled Jax, and together they began directing the group to the exit tunnel as quickly as possible. Fear gave them speed as they went.

Captain America's voice crackled over their comms.

"Good catch, Songbird," he said, using her codename as he always did during missions. "Everyone, form up! There's at least one Sentinel coming through that ceiling, and probably more behind it! Songbird, brace the ceiling!"

Songbird screamed and was barely able to erect support columns for the cavern ceiling before another earth-shattering crash echoed through the chamber and the Sentinel's fist appeared again overhead. Now she was holding up the entire cavern ceiling, but Songbird had taken a few architecture courses in college, so she had braced the supports at key angles and braced them against the floor, lessening the strain on herself. Even so, beads of sweat appeared on her forehead as she concentrated, trying to allow the fleeing masses as much time as possible to escape.

This time, the Sentinel's fist did not disappear. Instead, it opened and reversed itself, gripping the edge of the opening it had created. With a loud crack and crash, the loudest they had heard so far, the Sentinel ripped the roof off the cavern, exposing the now-panicked refugees to the night sky. Its massive head peered over the edge, studying them all impassively.

Quicksand was the first to react. At her command, a massive fountain of earth exploded in the Sentinel's face.

It barely seemed to notice.

"Bravo-target Quicksand identified," it said in robotic monotone, looking toward her. "Terminate."

Instantly, beams of dark red shot from its eyes and engulfed Quicksand. Songbird could feel the heat from them where she was standing, rooted to the ground, bracing what was left of the ceiling against further collapse. To feel it so far away, the beams must have been immensely hot, thousands of degrees.

Enough to turn sand into glass.

When the beams ceased, a glass statue stood in Quicksand's place, a perfect replica of her sand-composed body, silent as the grave. She hadn't even had time to scream.

* * *

Kevin watched in horror as the Sentinel tore the roof off the cavern and turned Quicksand into glass. Every fiber of his being screamed for him to run, to flee with the other refugees who were, even now, pushing and shoving their way past Songbird toward the cavern's single exit, but he couldn't bring himself to leave Creel and the others to their fates. Without them, Creel and Jax especially, what would he have left to live for? Still, he didn't know what to do.

Helplessly, he watched as the Sentinel stood up from the kneeling position it had been in and stepped _into_ the cavern through the now open roof. Jack O'Lantern tried to intercept it, firing off his arsenal of wrist blasters and pumpkin grenades, only to be swatted effortlessly from the sky by a gigantic metal hand. The impact knocked him across the cavern, where he collided with the rock wall and fell to the ground with the limpness of a rag doll.

"Jack!" screamed Jubilee, rushing to his side. She knelt next to him, desperately trying to shake him awake.

Suddenly, the Sentinel loomed over them both.

"Delta-target Jack O'Lantern, Charlie-target Jubilee, identified," it said. "Terminate."

The Sentinel raised a giant foot over the two Thunderbolts and stepped down, hard. Kevin turned away, unable to watch, knowing they'd been killed instantly.

"You son of a bitch!" screamed Titania, rushing toward the Sentinel. She unleashed a powerhouse punch against one of its legs and managed to knock it off balance. It stumbled for a moment before regaining its balance.

"Alpha-target Titania identified," it said. "Capture."

As Titania rushed the Sentinel again, it calmly raised its hands in unison. Just as she reached it, it projected an energy net between its two hands, and Titania suddenly found herself lifted off her feet, helplessly suspended in a spherical net of energy.

Without warning, Creel's ball and chain, still composed of Songbird's solid sound energy, came flying in from the vicinity of the cavern exit and struck the Sentinel on the side of its head. It barely seemed to register.

"Alpha-target Absorbing Man identified," said a voice from above them.

Kevin looked up and found another Sentinel stepping down into the cavern to assist its fellow.

"Capture," it said in the same monotonous tone as the first. It held out one hand toward Creel and projected another spherical net around Creel just as his ball and chain returned to him. He tried to bash at the cage with his ball and chain, still composed of solid sound, even as he was suspended in mid-air, but to no avail. As impressive as solid sound was, Kevin knew it was no match for a modern, Stark manufactured Sentinel.

"Alpha targets secure," the Sentinels said in unison.

"Withdraw," said one.

"Withdraw," agreed the other.

Never had Kevin felt so helpless as he watched the two Sentinels engage their boot thrusters and take to the air with his best friend held helplessly captive. Others might feel relief that the Sentinels were departing, but Kevin knew better. There was still one more out there. Sentinels always operated in units of three. Triads. And the Thunderbolts, the refugees' protectors, had been decimated in under a minute.

In the midst of the chaos, with refugees rushing past him toward the hope of escape and with panic filling the air, Kevin became aware of a bright yellow glow behind him. He turned to see what it was, fearing some fresh, new catastrophe, but when he turned he found that the glow was still behind him. It took him a moment to realize it was coming from the pack on his back.

Hurriedly unstrapping it and placing it on the ground, he tore it open and dug through its contents, looking for the source.

It was the mace. His father's mace. And Kevin could swear it was calling to him.

* * *

"Quicksand, Jubilee, and Jack are down!" said Songbird over comms. "They're dead! Creel and Titania got caught! We need you, Clint!"

Captain America and Black Widow were still keeping each other occupied near the cavern entrance. A feint. A reverse. A strike. A block. A kick. A duck. But Songbird's urgent plea galvanized him. Hoping to finish it, he reconfigured his shield into a bo staff and swung for her feet, hoping to catch her by surprise. Unfortunately, that was exactly the move she had been patiently waiting for.

Vaulting backward away from him, she immediately fired a venom blast from each of the widow's sting blasters on her wrists. Captain America dove out of the way at the last moment, and when he came out of his roll, he had his energy shield up again.

"You can't win, Clint," she said. "Most of your team is already down . . ."

Behind him, he heard heavy footsteps and the whir of servos and gears.

". . . and my reinforcements have arrived," she finished.

From the cavern entrance, he knew the Mandroids he had seen earlier had arrived.

He was out of time.

* * *

Songbird was still rooted to the spot, concentrating on holding up the remains of the cavern ceiling. Around her, the last of the refugees fled for their lives.

Nearby, Jax was attempting to organize the retreat as best she could, if only to prevent anyone from falling and being trampled, but with little success. The sight of the massive Sentinels had caused widespread panic, and the fleeing refugees were ill-inclined to listen to anyone.

Above them, another Sentinel had appeared, staring down at them.

Shocker appeared behind her as the last of the refugees escaped into the tunnel. He placed his hand on her shoulder.

"Mel," he said. "We have to go."

"Not without Clint," she snapped. Then she keyed her comms. "Time to go, Clint!"

"I'm afraid he won't be joining you, little bird," said a strange, female voice over her comms line.

With a start, Songbird realized it was the SHIELD commander Captain America had been fighting. She must have been listening in on their comms traffic the entire time.

Looking across the cavern, she could see that Clint was surrounded. The SHIELD commander was between him and the rest of the cavern, while at least ten Mandroid troopers were arrayed behind him, weapons trained.

Captain America's voice crackled over their now compromised comms.

"Pull back, Songbird. That's an order," he said. "I'm not getting out of this.

"I love you, Mel."

* * *

Above them, the Sentinel loomed.

"Bravo-target Songbird identified. Delta-target Shocker identified," it said. "Terminate."

"I love you, Mel," said Captain America into his comms.

He locked eyes with Black Widow.

"Surrender, Clint," she said, with just a hint of pleading in her voice. "I don't want to kill you."

"We made our choices, Natasha," he reminded her. "Now we both have to live with them."

He lunged at her. Behind him, the assembled group of Mandroids opened fire, striking him from ten different angles at once.

Captain America was cut down in an instant, his smoldering body collapsing to the ground, dead.

Above him, a single tear ran down the Black Widow's cheek, the only expression of sorrow she would allow herself.

* * *

" _Clint!"_

Songbird barely registered the scream as coming from her as she watched him go down. It was a sight she had only seen in her darkest nightmares, something she had hoped never to see during her waking hours. In an instant, all her dreams for the future, of retiring to a quiet life someday, of having a family, of being happy, were dashed. Suddenly, she had no future. It was all gone.

Behind her, Shocker tugged urgently on her shoulder as the Sentinel's eyes glowed, threateningly, above them both.

Melissa Gold found that, in her sudden and heart wrenching grief, she no longer cared about any of it.

* * *

" _Get away from them!"_

Suddenly, the Sentinel was struck by a weapon of immeasurable power. In the right hands, it could level mountains, create tidal waves, and slay gods.

The Sentinel never stood a chance.

The mace struck the Sentinel on the side of its head just as it triggered its heat rays. The beams shot harmlessly away into the surrounding rock as the Sentinel's head was knocked away. It staggered backward, internal systems desperately trying to process the new attack.

" _Leave them alone!"_ screamed Kevin, reaching out his hand to catch the swiftly returning mace he had just thrown.

His body was bursting with power. The instant he had touched his father's glowing mace, he had been transformed. He was taller now, and heavily muscled. He had the body of Thor himself. His long, blonde hair was tied back in a ponytail, and he sported a full, trimmed beard. He wore a single, lightning-shaped earing, and his body suit was vaguely reminiscent of Thor's with the four blue circles on his torso. Instead of cape, he wore an open, brown leather vest and tall brown boots.

He looked just like his dad. He looked like Thunderstrike.

Around him, the cavern began to collapse in earnest as Shocker pulled Songbird into the escape tunnel and she allowed her solid sound support columns to dissolve. Kevin didn't care. All that mattered was protecting his friends.

Spinning his mace by the chain, he threw it toward the Sentinel and held on, using it to propel himself up and out of the cavern. Outside, the Sentinel was righting itself, preparing to counter this new adversary.

Kevin released his grip on the mace and rolled into a ball, canon-balling directly into the Sentinel's torso. It staggered back again, its chestplate now severely damaged by the impact, as Kevin bounced backward and landed squarely on his feet. He stretched out his hand once again, and the mace landed lightly in his palm.

Before the Sentinel could right itself again, Kevin raised his mace to the heavens, and the sky instantly filled with dark, angry looking storm clouds. A massive bolt of lightning shot down toward the Sentinel, scoring a direct hit. There was a deafening explosion that cooked its internal systems to a crisp and shattered its metal body into thousands of metallic pieces that rained down on the valley floor around it.

With the threat neutralized, Kevin looked back down at the now-collapsed cavern. The tunnel that the others had gone through had completely collapsed and was buried under tons of rock and dirt. With the strength he felt in his new body, Kevin estimated that he could probably dig his way through, but not before additional SHIELD forces arrived.

Now completely alone in the world, Kevin looked down at the mace in his hand. His father's mace. On the side of the head, there was an inscription he knew all too well:

THE WORLD STILL NEEDS HEROES

THUNDERSTRIKE

His dad had come through for him, he knew, in his darkest hour and in the most unexpected way possible. Silently, he vowed to live up to that legacy.

* * *

That night, all the major news outlets picked up the story.

"Authorities today attempted to apprehend the group of criminals who, in recent months, have called themselves the Thunderbolts. In the ensuring battle, all members of the group were killed after refusing a lawful order to surrender to SHIELD forces.

"In particular, thirty-six-year-old Clint Barton, formerly know to the world as Hawkeye and more recently proclaiming himself the new Captain America, was shot and killed during a confrontation with SHIELD commander Natasha Romanoff, herself a former Avenger and teammate of Barton's as the Black Widow.

"In a statement released to the press, SHIELD Director Maria Hill thanked Romanoff for her service and praised her for ending Barton's tarnishing of the late Captain America's good name.

"No word yet on how authorities managed to locate the elusive band of criminals, but SHIELD sources assure us that they remain vigilant against any and all threats to our era of security and safety from persons of mass destruction."

END

* * *

AFTERWORD

Any good story changes in the telling, and this one is certainly no exception. What you have just read is something that has been percolating in my mind for more than twenty years. It's gone through several versions and two different formats, and while it has remained the same in broad strokes, many of the details have changed over the years.

It first saw life as a comic book script I wrote when I was eighteen years old. Over the course of many years and many moves across the country, I lost that original draft, and for a long time I was reluctant to rewrite it. The events had already happened in my mind, like history already recorded, and I was reluctant to revisit them. Parts of it were painful for me and for the characters I knew and loved from the many comic books I started collecting at the age of thirteen.

I've always known the broad strokes of this first story, but what surprised me were the personal relationships that developed between the characters during the writing. I had always wanted Songbird on the team, but I had no idea that she and Clint were dating, for example, until she put her hand on his shoulder in one scene and seemed hurt when he pulled away. The interactions that followed seemed to write themselves. In another case, there was a scene I had planned to be between Kevin and Clint, but when it came time to write it Jubilee wanted to go with him to his tent instead, and the dynamic seemed to work better, so I went with it.

When J. Michael Straczynski wrote _Babylon 5_ , he related more than one occasion in which characters, seemingly of their own accord, stepped up at key moments and did completely unexpected things. In the course of writing this story, Natasha Romanoff, the Black Widow, showed up completely unannounced. She wasn't supposed to be in it. In no outline and no other version of these events did she ever appear. I always knew she would be out there, somewhere, perhaps to be encountered later in the course of larger events, but I didn't know where until Jax's runner came back with pictures of the SHIELD pursuit force. Clint snatched those photos out of Jax's hand before even I knew what he was looking at, and there she was. He was always going to die at the end—that was predetermined as far back as my very first draft in 1997, but it was as if Natasha decided that if anyone was going to kill her former lover once and for all, in his real final battle, it should be her.

For that, of course, there will be consequences, because the story isn't over. In fact, the story hasn't even begun yet. If it hasn't been made clear, the story you just read is a prologue, not even chapter one. But the events that just took place were always intended to have a profound effect on things to come. That's the nature and advantage of a long story—seeds can be planted early on, some of them seemingly inconsequential, that can take root and produce fruit much farther down the line. Natasha herself has opened up a whole new chain of events by killing the man she first seduced way back in 1964. In some ways, I feel more like a historian than a writer, desperately trying to keep up with events as they unfold, sometimes without any foreknowledge.

As of this writing, I am more than halfway through the rough draft of issue #1, and I'm still being surprised. One character, in particular, has taken on a life of her own and surprised me with her decisions (especially considering that my original outline called for her to be a man). The stage is set. The pieces are all in place. Our main character is about to take center stage. I look at my outline, twenty years in the making, and I know it will change in the telling. It might even be ripped to shreds. Characters will live and die, and make choices that will impact the entire world around them.

And I'd be lying if I said I'm not excited to see what happens next.

August, 2017

Perris, California


End file.
